Maximum Issuance Sample Clauses

Maximum Issuance. The maximum number of shares which the Borrower shall be permitted to issue to the Lender in accordance with this Section 2.11 on any Share Payment Closing Date (the “Maximum Issuance”) shall be equal to [**].
Sample 1
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Maximum Issuance. Notwithstanding the foregoing, without the prior approval of the Company’s stockholders as required pursuant to the rules and regulations of the The Nasdaq Capital Market, the aggregate number of shares of Common Stock actually issued by the Company under the Transaction Agreements shall not exceed 19.99% of the Common Stock outstanding as of the Original Issue Date, for purposes of NASDAQ Listing Rule 5635(d), at a price, determined in accordance with the rules and regulations of The Nasdaq Capital Market, that is less than the Minimum Price (as defined below). The term “Minimum Price” means a price that is the lower of (i) the Closing Sale Price of the Common Stock immediately preceding the signing of the Loan Agreement; or (ii) the average Closing Sale Price of the Common Stock for the five (5) Trading Days immediately preceding the signing of the Loan Agreement.
Sample 1
Maximum Issuance. BLP shall not be entitled to receive on an Issuance Date by delivery of Settlement Shares in connection with that number of Settlement Shares which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by such BLP and its Affiliates on an Issuance Date, and (ii) the number of Settlement Shares issuable upon Issuance Date with respect to which the determination of this provision is being made on a calculation date, which would result in beneficial ownership by BLP and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such Issuance Date. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder. Subject to the foregoing, BLP shall not be limited to aggregate issuances of only 4.99% and aggregate issuancess by BLP may exceed 4.99%. BLP shall have the authority to determine whether the restriction contained in this Section 5(e) will limit any issuance and the extent such limitation applies and to which instrument or part thereof such limitation applies. BLP may increase the permitted beneficial ownership amount up to 9.99% upon and effective after 61 days prior written notice to the Company. BLP may allocate which of the equity of the Company deemed beneficially owned by BLP shall be included in the 4.99% amount described above and which shall be allocated to the excess above 4.99%.
Sample 1
Maximum Issuance. The maximum number of shares which the Borrower shall be permitted to issue to the Investors in accordance with this Section 2.14 on any Share Payment Closing Date (the “Maximum Issuance”) shall, except as hereinafter provided, be equal to a percentage of the total number of shares of Common Stock outstanding as of the close of business on the Trading Day immediately preceding the date of the Share Payment Notice calculated as a fraction, (x) the numerator of which is the quotient of the Market Capitalization (as defined below) at the close of regular [***] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. trading on the Trading Day immediately preceding the date of the Share Payment Notice divided by $350,000,000 and (y) the denominator of which is 100; provided, however, that the Maximum Issuance shall be no greater than 1,920,000 shares and no less than 480,000 shares, if the Market Capitalization is at least $150,000,000, (ii) the Maximum Issuance shall be 400,000 shares if the Market Capitalization is more than $100,000,000 but less than $150,000,000 and (iii) the Maximum Issuance shall be 300,000 shares if the Market Capitalization is $100,000,000 or less. As an example, if the Market Capitalization were $700,000,000 and the total number of shares of Common Stock outstanding were 47,000,000 then the applicable percentage would be 2% (($700,000,000/$350,000,000) / 100) and the Maximum Issuance would equal 940,000 shares (2% x 47,000,000). For purposes of this Section 2.14, “Market Capitalization” shall mean the product of (x) the number of issued and outstanding shares of Common Stock as of the date of the calculation (exclusive of any shares issuable upon exercise of options or warrants or conversion of any convertible securities) multiplied by (y) the applicable price per share of Common Stock.
Sample 1

Related to Maximum Issuance

  • Maximum Amount (a) It is the intention of the Borrowers and the Lenders to conform strictly to the usury and similar laws relating to interest from time to time in force, and all agreements between the Loan Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as interest, and including any amount otherwise designated but deemed to constitute interest by a court of competent jurisdiction) hereunder or under the other Loan Documents or in any other agreement given to secure the Indebtedness evidenced hereby or other Obligations of the Borrowers, or in any other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the maximum amount permissible under applicable usury or such other laws (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of the other Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of the Borrowers evidenced hereby, outstanding from time to time shall, to the extent permitted by Applicable Law, be amortized, pro-rated, allocated and spread from the date of disbursement of the proceeds of the Loans until payment in full of all of such Indebtedness, so that the actual rate of interest on account of such Indebtedness is uniform through the term hereof. The terms and provisions of this Section 11.20(a) shall control and supersede every other provision of all agreements between the Borrowers or any endorser of the Loans and the Lenders.

  • Maximum Credit Patheon's liability for Active Materials calculated in accordance with this Section 2.2 for any Product in a Year will not exceed, in the aggregate, the Maximum Credit Value set forth in Schedule D to a Product Agreement.

  • Maximum Loan Amount “Maximum Loan Amount” has the meaning set forth in Section 2.1(a).

  • Maximum Leverage Permit, as of any fiscal quarter end, the ratio of (a) Adjusted Portfolio Equity as of such fiscal quarter end to (b) Funded Debt as of such fiscal quarter end, to be less than 5.00 to 1.00.

  • Adjustments for Diluting Issuances Without duplication of any adjustment otherwise provided for in this Section 2, the number of shares of common stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time in the manner set forth in the Company’s Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment.

  • Maximum Number of Shares Under no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such Shares, the aggregate amount of Shares sold pursuant to this Agreement would exceed the lesser of (A) together with all sales of Shares under this Agreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be issued and sold under this Agreement by the Board, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Manager in writing. Under no circumstances shall the Company cause or request the offer or sale of any Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Board, a duly authorized committee thereof or a duly authorized executive officer, and notified to the Manager in writing. Further, under no circumstances shall the Company cause or permit the aggregate offering amount of Shares sold pursuant to this Agreement to exceed the Maximum Amount.

  • Stock Issuance Upon exercise of the Warrant, the Company will use its best efforts to cause stock certificates representing the shares of Preferred Stock purchased pursuant to the exercise to be issued in the individual names of Holder, its nominees or assignees, as appropriate at the time of such exercise. Upon conversion of the shares of Preferred Stock to shares of Common Stock, the Company will issue the Common Stock in the individual names of Holder, its nominees or assignees, as appropriate.

  • Maximum Drawing Amount The maximum aggregate amount that the beneficiaries may at any time draw under outstanding Letters of Credit, as such aggregate amount may be reduced from time to time pursuant to the terms of the Letters of Credit.

  • Issuance Period Shelf Notes may be issued and sold pursuant to this Agreement until the earlier of (i) the third anniversary of the date of this Agreement (or if such anniversary date is not a Business Day, the Business Day next preceding such anniversary) and (ii) the thirtieth day after Prudential shall have given to the Company, or the Company shall have given to Prudential, a written notice stating that it elects to terminate the issuance and sale of Shelf Notes pursuant to this Agreement (or if such thirtieth day is not a Business Day, the Business Day next preceding such thirtieth day). The period during which Shelf Notes may be issued and sold pursuant to this Agreement is herein called the “Issuance Period”.

  • Valid Issuance All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.

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